mni2q08exh10-25.htm


    Exhibit
10.25



      THE
MCCLATCHY COMPANY

       

      2004
STOCK INCENTIVE PLAN

       

       

      The McClatchy Company, a
Delaware corporation (the “Company”), sets forth herein the terms of its 2004
Stock Incentive Plan, as amended and restated effective January 29, 2008 (the
“Plan”), as follows:

       

       

      
        	
                1.  

              	
                PURPOSE

              


      

       

      The Plan is intended to
enhance the Company’s and its Affiliates’ (as defined herein) ability to attract
and retain highly qualified officers, directors, and employees to motivate such
officers, directors, and employees to serve the Company and its Affiliates and
to expend maximum effort to improve the business results and earnings of the
Company, by providing to such persons an opportunity to acquire or increase a
direct proprietary interest in the operations and future success of the
Company. To
this end, the Plan provides for the grant of stock options, stock appreciation
rights, restricted stock, stock units, unrestricted stock and dividend
equivalent rights.  Any of these awards may, but need not, be made as
performance incentives to reward attainment of annual or long-term performance
goals in accordance with the terms hereof.  Stock options granted
under the Plan may be non-qualified stock options or incentive stock options, as
provided herein.

       

       

      
        	
                2.  

              	
                DEFINITIONS

              


      

       

      For purposes of
interpreting the Plan and related documents (including Award Agreements), the
following definitions shall apply:

       

      2.1 “Affiliate”
means, with respect to the Company, any company or other trade or business that
controls, is controlled by or is under common control with the Company within
the meaning of Rule 405 of Regulation C under the Securities Act, including,
without limitation, any Subsidiary.

       

      2.2 “Annual
Incentive Award” means an Award made subject to attainment of performance
goals (as described in Section
15)
over a performance period of up to one year (the fiscal year, unless otherwise
specified by the Committee).

       

      2.3 “Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock,
Unrestricted Stock, Stock Unit or Dividend Equivalent Rights under the
Plan.


      
        
           


        

        
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      2.4 “Award
Agreement” means the written agreement between the Company and a Grantee
that evidences and sets out the terms and conditions of an
Award.

       

      2.5 “Board”
means the Board of Directors of the Company.

       

      2.6 “Cause” means,
as determined by the Board and unless otherwise provided in an applicable
agreement with the Company or an Affiliate, (i) gross negligence or willful
misconduct in connection with the performance of duties; (ii) conviction of
a criminal offense (other than minor traffic offenses); or (iii) material
breach of any term of any employment, consulting or other services,
confidentiality, intellectual property or non-competition agreements, if any,
between the Designated Participant and the Company or an
Affiliate.

       

      2.7 “Change
of Control” means the occurrence of any of the following: (i) the sale,
lease, conveyance or other disposition of all or substantially all of the
Company's assets to any "person" (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended), entity or group of persons acting
in concert; (ii) any "person" or group of persons (other than any member of the
McClatchy family or any entity or group controlled by one or more members of the
McClatchy family) becoming the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's
then outstanding voting securities; (iii) a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation that
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its
controlling entity) at least 50% of the total voting power represented by the
voting securities of the Company or such surviving entity (or its controlling
entity) outstanding immediately after such merger or consolidation; (iv) a
contest for the election or removal of members of the Board that results in the
removal from the Board of at least 50% of the incumbent members of the Board, or
(v) the occurrence of a "Rule 13e-3 transaction" as such term is defined in Rule
13e-3 promulgated under the Securities Exchange Act of 1934, as amended, or any
similar successor rule.

       

      2.8 “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended.

       

      2.9 “Committee”
means the Compensation Committee which has been designated by the Board to make
decisions with regard to the Plan.

       

      2.10 “Company”
means The McClatchy Company, a Delaware corporation.


      
        
           


        

        
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      2.11 “Covered
Employee” means a Grantee who is a Covered Employee within the meaning of
Section 162(m)(3) of the Code.

       

      2.12 “Designated
Participant” means an employee, officer or director of the Company or an
Affiliate.

       

      2.13 “Disability”
means the Grantee is unable to perform each of the essential duties of such
Grantee's position by reason of a medically determinable physical or mental
impairment which is potentially permanent in character or which can be expected
to last for a continuous period of not less than 12 months; provided,
however,
that, with respect to rules regarding expiration of an Incentive Stock Option
following termination of the Grantee's Service, Disability shall mean the
Grantee is unable to engage in any substantial gainful activity by reason of a
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months.

       

      2.14 “Dividend
Equivalent” means a right, granted to a Grantee under Section
14
hereof, to receive cash, Stock, other Awards or other property equal in value to
dividends paid with respect to a specified number of shares of Stock, or other
periodic payments.

       

      2.15 “Effective
Date” means May 19, 2004, the date the Plan originally was approved
by the stockholders of the Company (also referred to as the “Original Effective
Date”).  The Effective Date of this amendment and restatement shall be
January 29, 2008, the date the Board approved this amendment and restatement,
provided, however, that the stockholders approve the Plan as amended at the
Company’s annual stockholders’ meeting in 2008.

       

      2.16 “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.

       

      2.17 “Fair
Market Value” means the value of a share of Stock, determined as
follows:  if on the Grant Date or other determination date the Stock
is listed on an established national or regional stock exchange, is admitted to
quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an
established securities market, the Fair Market Value of a share of Stock shall
be the closing price of the Stock on such exchange or in such market (if there
is more than one such exchange or market the Board shall determine the
appropriate exchange or market) on the Grant Date or such other determination
date (or if there is no such reported closing price, the Fair Market Value shall
be the mean between the highest bid and lowest asked prices or between the high
and low sale prices on such trading day) or, if no sale of Stock is reported for
such trading day, on the next preceding day on which any sale shall have been
reported.  If the Stock is not listed on such an exchange, quoted on
such system or traded on such a market, Fair Market Value shall be the value of
the Stock as determined by the Board in good faith.

       


      
        
           


        

        
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      2.18 “Grant
Date” means, as determined by the Board or authorized Committee, the
latest to occur of (i)
the date as of which the Board approves an Award, (ii) the date on which the
recipient of an Award first becomes eligible to receive an Award under Section 6
hereof, or (iii) such other date as may be specified by the
Board.

       

      2.19 “Grantee”
means a person who receives or holds an Award under the
Plan.

       

      2.20 “Incentive
Stock Option” means an “incentive stock option” within the meaning of
Section 422 of the Code, or the corresponding provision of any subsequently
enacted tax statute, as amended from time to time.

       

      2.21 “Non-qualified
Stock Option” means an Option that is not an Incentive Stock
Option.

       

      2.22 “Option”
means an option to purchase one or more shares of Stock pursuant to the
Plan.

       

      2.23 “Option
Price” means the exercise price for each share of Stock subject to an
Option.

       

      2.24 “Outside
Director” means a member of the Board who is not an officer or employee
of the Company.

       

      2.25 “Performance
Award” means an Award made subject to the attainment of performance goals
(as described in Section
15)
over a performance period of up to ten (10) years.

       

      2.26 “Plan”
means this McClatchy Company 2004 Stock Incentive Plan, as amended and restated
effective May 13,
2008.

       

      2.27 “Purchase
Price” means the purchase price for each share of Stock pursuant to a
grant of Restricted Stock or Unrestricted Stock.

       

      2.28 “Reporting
Person” means a person who is required to file reports under
Section 16(a) of the Exchange Act.

       

      2.29 “Restricted
Stock” means shares of Stock, awarded to a Grantee pursuant to Section
11
hereof.


      
        
           


        

        
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      2.30 “SAR
Exercise Price” means the per share exercise price of an SAR granted to a
Grantee under Section
10
hereof.

       

      2.31 “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter
amended.

       

      2.32 “Service”
means service qualifying the individual as a Designated Participant in the
Company or an Affiliate.  Unless otherwise stated in the applicable
Award Agreement, a Grantee's change in position or duties shall not result in
interrupted or terminated Service, so long as such Grantee continues to qualify
as a Designated Participant in the Company or an Affiliate, or becomes a
consultant or independent contractor providing material services to the
Company.  Subject to the preceding sentence, whether a termination of
Service shall have occurred for purposes of the Plan shall be determined by the
Board, which determination shall be final, binding and
conclusive.

       

      2.33 “Stock”
means the Class A Common Stock, par value $0.01 per share, of the
Company.

       

      2.34 “Stock
Appreciation Right” or “SAR”
means a right granted to a Grantee under Section
10
hereof.

       

      2.35 “Stock
Unit” means a bookkeeping entry representing the equivalent of shares of
Stock, awarded to a Grantee pursuant to Section
11
hereof.

       

      2.36 “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Section
424(f) of the Code.

       

      2.37 “Termination
Date” means the date upon which an Option shall terminate or expire, as
set forth in Section
8.3
hereof.

       

      2.38 “Ten
Percent Stockholder” means an individual who owns more than ten percent
(10%) of the total combined voting power of all classes of outstanding stock of
the Company, its parent or any of its Subsidiaries.  In determining
stock ownership, the attribution rules of Section 424(d) of the Code shall be
applied.

       

      2.39  “Unrestricted
Stock” means an Award pursuant to Section
12
hereof.

       


      
        
           


        

        
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                3.  

              	
                ADMINISTRATION
      OF THE PLAN

              


      

       

       

      
        	
                3.1.  

              	
                Board.

              


      

       

      The Board
shall have such powers and authorities related to the administration of the Plan
as are consistent with the Company’s certificate of incorporation and by-laws
and applicable law.  The Board shall have full power and authority to
take all actions and to make all determinations required or provided for under
the Plan, any Award or any Award Agreement, and shall have full power and
authority to take all such other actions and make all such other determinations
not inconsistent with the specific terms and provisions of the Plan that the
Board deems to be necessary or appropriate to the administration of the Plan,
any Award or any Award Agreement.  All such actions and determinations
shall be by the affirmative vote of a majority of the members of the Board
present at a meeting or by unanimous consent of the Board executed in writing in
accordance with the Company’s certificate of incorporation and by-laws and
applicable law.  The interpretation and construction by the Board of
any provision of the Plan, any Award or any Award Agreement shall be final,
binding and conclusive.

       

       

      
        	
                3.2.  

              	
                Committee.

              


      

       

      The Board has delegated to
the Committee the powers and authorities related to the administration and
implementation of the Plan, as set forth in Section 3.1
above and other applicable provisions, consistent with the certificate of
incorporation and by-laws of the Company and applicable law.

       

      (i)           Except
as provided in Subsection (ii) and except as the Board may otherwise determine,
the Committee shall consist of two or more Outside Directors of the Company who:
(a) qualify as “outside directors” within the meaning of Section 162(m) of the
Code and who (b) meet such other requirements as may be established from time to
time by the Securities and Exchange Commission for plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange
Act.

       

      (ii)           The
Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not be Outside
Directors, who may administer the Plan with respect to employees or other
Designated Participants who are not officers or directors of the Company, may
grant Awards under the Plan to such employees or other Designated Participants,
and may determine all terms of such Awards.

       

       


      
        
           


        

        
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          In the event
that the Plan, any Award or any Award Agreement entered into hereunder provides
for any action to be taken by or determination to be made by the Board, such
action may be taken or such determination may be made by the Committee if the
power and authority to do so remains delegated to the Committee by the
Board.  Unless otherwise expressly determined by the Board, any such
action or determination by the Committee shall be final, binding and
conclusive.  To the extent permitted by law, the Committee may
delegate its authority under the Plan to a member of the Board, or to the Chief
Executive Officer of the Company for actions or determinations regarding
non-officer employees.

       

       

      
        	
                3.3.  

              	
                Terms
      of Awards.

              


      

       

      For the duration of the
Board’s delegation to the Committee under Section 3.2, the Committee shall have
full and final authority to:

       

      (i)           designate
Grantees,

       

      (ii)           determine
the type or types of Awards to be made to a Grantee,

       

      (iii)           determine
the number of shares of Stock to be subject to an Award,

       

      (iv)           establish
the terms and conditions of each Award (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the shares of Stock subject thereto, and
any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options),

       

      (v)           prescribe
the form of each Award Agreement evidencing an Award, and

       

      (vi)           amend,
modify, or supplement the terms of any outstanding Award.  Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to modify Awards to eligible
individuals who are foreign nationals or are individuals who are employed
outside the United States to recognize differences in local law, tax
policy, or custom.

       

      As a
condition to any subsequent Award, the Committee shall have the right, at its
discretion, to require Grantees to return to the Company Awards previously made
under the Plan.  Subject to the terms and conditions of the Plan, any
such new Award shall be upon such terms and conditions as are specified by the
Committee at the time the new Award is made.  The Committee shall have
the right, in its discretion, to make Awards in substitution or exchange for any
other award under another plan of the Company, any Affiliate, or any business
entity to be acquired by the Company or an Affiliate.  The Company may
retain the right in an Award Agreement to cause a forfeiture of the gain
realized by a Grantee on account of actions taken by the Grantee in violation or
breach of or in conflict with any employment agreement, non-competition
agreement, any agreement prohibiting solicitation of employees or clients of the
Company or

       


      
        
           


        

        
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      any
Affiliate thereof or any confidentiality obligation with respect to the Company
or any Affiliate thereof
or otherwise in competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the
Grantee.  Furthermore, the Company may annul an Award if the Grantee
is an employee of the Company or an Affiliate thereof and is terminated for
Cause as defined in the applicable Award Agreement or the Plan, as applicable.
The grant of any Award shall be contingent upon the Grantee executing the
appropriate Award Agreement.

       

       

      
        	
                3.4.  

              	
                Deferral
      Arrangement.

              


      

       

      The
Committee may permit or require the deferral of any award payment into a
deferred compensation arrangement, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting of
interest or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply with hardship
distribution rules affecting 401(k) plans.

       

       

      
        	
                3.5.  

              	
                No
      Liability.

              


      

       

      No member
of the Board or of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Award or Award
Agreement.

       

       

      
        	
                4.  

              	
                STOCK
      SUBJECT TO THE PLAN

              


      

       

      Subject to adjustment as
provided in Section 17
hereof, the number of shares of Stock available for issuance under the Plan
shall be nine million (9,000,000) as of the Effective Date of this amended and
restated Plan, after including the three million (3,000,000) shares of Stock
available for issuance as of the Original Effective Date.  Stock
issued or to be issued under the Plan shall be authorized but unissued shares;
or, to the extent permitted by applicable law, issued shares that have been
reacquired by the Company. If
any shares covered by an Award are not purchased or are forfeited, or if an
Award otherwise terminates without delivery of any Stock subject thereto, then
the number of shares of Stock counted against the aggregate number of shares
available under the Plan with respect to such Award shall, to the extent of any
such forfeiture or termination, again be available for making Awards under the
Plan.  If the Option Price of any Option that is not an Incentive
Stock Option granted under the Plan, or if pursuant to Section
18.3 the
withholding obligation of any Grantee with respect to an Option that is not an
Incentive Stock Option, is satisfied by tendering shares of Stock to the Company
(by either actual delivery or by attestation) or by withholding shares of Stock,
the total number of shares of Stock issued net of shares tendered or withheld
shall be deemed delivered for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan; provided,
however,
that this rule does not 

       


      
        
           


        

        
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      apply to
Incentive Stock Options, as to which the total number of shares of stock issued
shall be deemed delivered without any offset.  The number of shares of
Stock remaining available for issuance under the Plan shall be determined taking
into account all Awards made from the Original Effective Date.

       

       

      
        	
                5.  

              	
                DURATION
      AND AMENDMENTS

              


      

       

       

      
        	
                5.1.  

              	
                Term.

              


      

       

      The Plan shall terminate
automatically ten (10) years after its adoption by the Board and may be
terminated on any earlier date as provided in Section 5.2.

       

       

      
        	
                5.2.  

              	
                Amendment
      and Termination of the Plan

              


      

       

      The Board
may, at any time and from time to time, amend, suspend, or terminate the Plan as
to any shares of Stock as to which Awards have not been made.  An
amendment shall be contingent on approval of the Company’s stockholders to the
extent stated by the Board, required by applicable law or required by applicable
stock exchange listing requirements.  No Awards shall be made after
termination of the Plan.  No amendment, suspension, or termination of
the Plan shall, without the consent of the Grantee, impair rights or obligations
under any Award theretofore awarded under the Plan.

       

       

      
        	
                6.  

              	
                AWARD
      ELIGIBILITY AND LIMITATIONS

              


      

       

       

      
        	
                6.1.  

              	
                Designated
      Participants and Other Persons

              


      

       

      Subject to this Section
6, Awards may be made under
the Plan to: (i) any Designated Participant in the Company or in any Affiliate,
including any Designated Participant who is an officer or director of the
Company, or of any Affiliate, as the Board shall determine and designate from
time to time, and (ii) any Outside Director.

       

       

      
        	
                6.2.  

              	
                Successive
      Awards.

              


      

       

      An
eligible person may receive more than one Award, subject to such restrictions as
are provided herein.

       

       

      
        	
                6.3.  

              	
                Limitation
      on Shares of Stock Subject to
Awards.

              


      

       

      During any time when the
Company has a class of equity security registered under Section 12 of the
Exchange Act,


      
        
           


        

        
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      (i)           the
maximum number of shares of Stock subject to Options that can be awarded under
the Plan to any person eligible for an Award under Section
6 hereof is seven
hundred fifty thousand (750,000)  per
calendar year; and

       

      (ii)           the
maximum number of shares that can be awarded under the Plan, other than pursuant
to an Option, to any person eligible for an Award under Section
6 hereof is seven
hundred fifty thousand (750,000) per calendar year

       

      The preceding limitations
in this Section
6.3 are subject to
adjustment as provided in Section
17
hereof; however, during the term of the Plan no Designated Participant shall be
awarded an amount in excess of the maximum number of shares set forth in this
Section.

       

       

      
        	
                6.4.  

              	
                Limitations
      on Incentive Stock Options.

              


      

       

      An Option
shall constitute an Incentive Stock Option only (i) if the Grantee of such
Option is an employee of the Company or any Subsidiary of the Company; (ii) to
the extent specifically provided in the related Award Agreement; and (iii) to
the extent that the aggregate Fair Market Value (determined at the time the
Option is granted) of the shares of Stock with respect to which all Incentive
Stock Options held by such Grantee become exercisable for the first time during
any calendar year (under the Plan and all other plans of the Grantee’s employer
and its Affiliates) does not exceed $100,000.  This limitation shall
be applied by taking Options into account in the order in which they were
granted.

       

       

      
        	
                6.5.  

              	
                Stand-Alone,
      Additional, Tandem, and Substitute
Awards.

              


      

       

      Awards granted under the
Plan may, in the discretion of the Board, be granted either alone or in addition
to, in tandem with, or in substitution or exchange for, any other Award or any
award granted under another plan of the Company, any Affiliate, or any business
entity to be acquired by the Company or an Affiliate, or any other right of a
Grantee to receive payment from the Company or any Affiliate.  Such
additional, tandem, and substitute or exchange Awards may be granted at any
time.  If an Award is granted in substitution or exchange for another
Award, the Board shall require the surrender of such other Award in
consideration for the grant of the new Award.  In addition, Awards may
be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Affiliate, in which the value of
Stock subject to the Award is equivalent in value to the cash compensation (for
example, Stock Units or Restricted Stock), or in which the Option Price, grant
price or purchase price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying Stock minus the
value of the cash compensation surrendered (for example, Options granted with an
Option Price “discounted” by the amount of the cash compensation
surrendered).

       


      
        
           


        

        
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                7.  

              	
                AWARD
      AGREEMENT

              


      

       

      Each Award granted
pursuant to the Plan shall be evidenced by an Award Agreement, in such form or
forms as the Board shall from time to time determine.  Award
Agreements granted from time to time or at the same time need not contain
similar provisions but shall be consistent with the terms of the
Plan.  Each Award Agreement evidencing an Award of Options shall
specify whether such Options are intended to be Non-qualified Stock Options or
Incentive Stock Options, and in the absence of such specification such options
shall be deemed Non-qualified Stock Options.

       

       

      
        	
                8.  

              	
                TERMS
      AND CONDITIONS OF OPTIONS

              


      

       

       

      
        	
                8.1.  

              	
                Option
      Price.

              


      

       

      The
Option Price of each Option shall be fixed by the Board and stated in the Award
Agreement evidencing such Option.  The Option Price of each Option
shall be at least the Fair Market Value on the Grant Date of a share of Stock;
provided,
however,
that in the event that a Grantee is a Ten Percent Stockholder, the Option Price
of an Option granted to such Grantee that is intended to be an Incentive Stock
Option shall be not less than 110 percent of the Fair Market Value of a share of
Stock on the Grant Date.   In no case shall the Option Price of
any Option be less than the par value of a share of Stock.

       

       

      
        	
                8.2.  

              	
                Vesting.

              


      

       

      Subject to Sections
8.3
and 17.3
hereof, each Option granted under the Plan shall become exercisable at such
times and under such conditions as shall be determined by the Board and stated
in the Award Agreement.  For purposes of this Section 8.2, fractional numbers of
shares of Stock subject to an Option shall be rounded down to the next nearest
whole number. The Board may provide, for example, in the Award Agreement for
(i) accelerated exercisability of the Option in the event the Grantee’s
Service terminates on account of death, Disability or another event,
(ii) expiration of the Option prior to its term in the event of the
termination of the Grantee’s Service, (iii) immediate forfeiture of the
Option in the event the Grantee’s Service is terminated for Cause or
(iv) unvested Options to be exercised subject to the Company’s right of
repurchase with respect to unvested shares of Stock.  No Option shall
be exercisable in whole or in part prior to the Effective
Date.

       

       

      
        	
                8.3.  

              	
                Term.

              


      

       

      Each
Option granted under the Plan shall terminate, and all rights to purchase shares
of Stock thereunder shall cease, upon the expiration of ten years

       


      
        
           


        

        
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      from the
date such Option is granted, or under such circumstances and on such date prior
thereto as is set forth in the Plan or as may be fixed by the Board and stated
in the Award Agreement relating to such Option (the “Termination Date”); provided,
however,
that in the event that the Grantee is a Ten Percent Stockholder, an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall
not be exercisable after the expiration of five years from its Grant
Date.

       

       

      
        	
                8.4.  

              	
                Termination
      of Service.

              


      

       

      Each
Award Agreement shall set forth the extent to which the Grantee shall have the
right to exercise the Option following termination of the Grantee’s
Service.  Such provisions shall be determined in the sole discretion
of the Board, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of
Service.

       

       

      
        	
                8.5.  

              	
                Limitations
      on Exercise of Option.

              


      

       

      Notwithstanding any other
provision of the Plan, in no event may any Option be exercised, in whole or in
part, prior to the date the Plan is approved by the stockholders of the Company
as provided herein, or after ten years following the Grant Date, or after the
occurrence of an event referred to in Section 17 hereof which results
in termination of the Option.

       

       

      
        	
                8.6.  

              	
                Method
      of Exercise.

              


      

       

      An Option
that is exercisable may be exercised by the Grantee’s delivery to the Company of
written notice of exercise on any business day, at the Company’s principal
office, on the form specified by the Company.  Such notice shall
specify the number of shares of Stock with respect to which the Option is being
exercised and shall be accompanied by payment in full of the Option Price of the
shares for which the Option is being exercised.  The minimum number of
shares of Stock with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of (i) 100 shares or such lesser number
set forth in the applicable Award Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of
exercise.

       

       

      
        	
                8.7.  

              	
                Rights
      of Holders of Options

              


      

       

      Unless otherwise stated in
the applicable Award Agreement, an individual holding or exercising an Option
shall have none of the rights of a stockholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock) until
the shares of Stock covered thereby are fully paid and issued to
him.  Except as provided in Section 17 hereof, no
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date of such issuance.

       


      
        
           


        

        
          12

          
            
 

        

        
           


        

      

       

       

       

      
        	
                8.8.  

              	
                Delivery
      of Stock Certificates.

              


      

       

      Promptly after the
exercise of an Option by a Grantee and the payment in full of the Option Price,
such Grantee shall be entitled to the issuance of a stock certificate or
certificates evidencing his or her ownership of the shares of Stock subject to
the Option.  Notwithstanding any other provision of this Plan to the
contrary, the Company may elect to satisfy any requirement under this Plan for
the delivery of stock certificates through the use of
book-entry.

       

       

      
        	
                9.  

              	
                NON-TRANSFERABILITY
      OF OPTION

              


      

       

      During the lifetime of a
Grantee, only the Grantee (or, in the event of legal incapacity or incompetency,
the Grantee's guardian or legal representative) may exercise an
Option.  No Option shall be assignable or transferable by the Grantee
to whom it is granted, other than by will or the laws of descent and
distribution.

       

       

      
        	
                10.  

              	
                STOCK
      APPRECIATION RIGHTS

              


      

       

      The Board
is authorized to grant Stock Appreciation Rights (“SARs”) to Grantees on the
following terms and conditions:

       

       

      
        	
                10.1.  

              	
                Right
      to Payment.

              


      

       

      A SAR shall confer on the
Grantee to whom it is granted a right to receive, upon exercise thereof, the
excess of (A) the Fair Market Value of one share of Stock on the date of
exercise over (B) the grant price of the SAR as determined by the
Board.  The Award Agreement for a SAR shall specify the grant price of
the SAR, which shall be at least the Fair Market Value of a share of Stock on
the Grant Date.  SARs may be granted in conjunction with all or part
of an Option granted under the Plan or at any subsequent time during the term of
such Option, in conjunction with all or part of any other Award or without
regard to any Option or other Award; provided that an SAR that is granted
subsequent to the Grant Date of a related Option must have a SAR Exercise Price
that is no less than the Fair Market Value of one share of Stock on the SAR
Grant Date.

       

       

      
        	
                10.2.  

              	
                Other
      Terms.

              


      

       

      The Board shall determine
at the date of grant or thereafter, the time or times at which and the
circumstances under which a SAR may be exercised in whole or in part (including
based on achievement of performance goals and/or future service requirements),
the time or times at which SARs shall cease to be or

       


      
        
           


        

        
          13

          
            
 

        

        
           


        

      


      become
exercisable following termination of Service or upon other conditions, the
method of exercise, method of settlement, form of consideration payable in
settlement, method by or forms in which Stock will be delivered or deemed to be
delivered to Grantees, whether or not a SAR shall be in tandem or in combination
with any other Award, and any other terms and conditions of any
SAR.

       

       

      
        	
                11.  

              	
                RESTRICTED
      STOCK AND STOCK UNITS

              


      

       

       

      
        	
                11.1.  

              	
                Grant
      and Purchase of Restricted Stock or Stock
Units.

              


      

       

      The Board may from time to
time grant Restricted Stock or Stock Units to persons eligible to receive Awards
under Section
6 hereof, subject to
such restrictions, conditions and other terms, if any, as the Board may
determine.  The Grantee shall be required, to the extent required by
applicable law, to purchase the Restricted Stock from the Company at a Purchase
Price equal to the greater of (i) the aggregate par value of the shares of Stock
represented by such Restricted Stock or (ii) the Purchase Price, if any,
specified in the Award Agreement relating to such Restricted
Stock.  The Purchase Price shall be payable in a form described in
Section
13 or,
in the discretion of the Board, in consideration for past Services rendered to
the Company or an Affiliate, such that no monetary price is required actually to
be paid for the Restricted Stock Award.

       

       

      
        	
                11.2.  

              	
                Restrictions.

              


      

       

      At the time a grant of
Restricted Stock or Stock Units is made, the Board may, in its sole discretion,
establish a period of time (a “restricted period”) applicable to such Restricted
Stock or Stock Units.  Each Award of Restricted Stock or Stock Units
may be subject to a different restricted period.  The Board may, in
its sole discretion, at the time a grant of Restricted Stock or Stock Units is
made, prescribe restrictions in addition to or other than the expiration of the
restricted period, including the satisfaction of corporate or individual
performance objectives, which may be applicable to all or any portion of the
Restricted Stock or Stock Units in accordance with Section
15.1
and
15.2.  Neither Restricted Stock nor Stock Units may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the
restricted period or prior to the satisfaction of any other restrictions
prescribed by the Board with respect to such Restricted Stock or Stock
Units.

       

       

      
        	
                11.3.  

              	
                Restricted
      Stock Certificates.

              


      

       

      The Company shall issue,
in the name of each Grantee to whom Restricted Stock has been granted, stock
certificates representing the total number of shares of Restricted Stock granted
to the Grantee, as soon as reasonably practicable after the Grant
Date.  The Board may provide in an Award Agreement that either
(i)  the Secretary of the Company shall hold such certificates for the
Grantee’s benefit until such time
as the Restricted Stock is forfeited to the Company or the restrictions lapse,
or (ii)  such certificates shall be delivered to the Grantee, provided,
however,
that such certificates shall bear a legend or legends that comply with the
applicable securities laws and regulations and makes appropriate reference to
the restrictions imposed under the Plan and the Award
Agreement.



      
        
           


        

        
          14

          
            
 

        

        
           


        

      


      
        	
                11.4.  

              	
                Rights
      of Holders of Restricted Stock.

              


      

       

      Unless the Board otherwise
provides in an Award Agreement, holders of Restricted Stock shall have the right
to vote such Stock and the right to receive any dividends declared or paid with
respect to such Stock.  The Board may provide that any dividends paid
on Restricted Stock must be reinvested in shares of Stock, which may or may not
be subject to the same vesting conditions and restrictions applicable to such
Restricted Stock.  All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend,
combination of shares, or other similar transaction shall be subject to the
restrictions applicable to the original Grant.

       

       

      
        	
                11.5.  

              	
                Rights
      of Holders of Stock Units.

              


      

       

      
        	
                11.5.1.  

              	
                    Voting
      and Dividend Rights.

              


      

       

      Unless the Board otherwise
provides in an Award Agreement, holders of Stock Units shall have no rights as
stockholders of the Company.  The Board may provide in an Award
Agreement evidencing a grant of Stock Units that the holder of such Stock Units
shall be entitled to receive, upon the Company’s payment of a cash dividend on
its outstanding Stock, a cash payment for each Stock Unit held equal to the
per-share dividend paid on the Stock.  Such Award Agreement may also
provide that such cash payment will be deemed reinvested in additional Stock
Units at a price per unit equal to the Fair Market Value of a share of Stock on
the date that such dividend is paid.

       

      
        	
                11.5.2.  

              	
                    Creditor’s
      Rights.

              


      

       

      A holder of Stock Units
shall have no rights other than those of a general creditor of the
Company.  Stock Units represent an unfunded and unsecured obligation
of the Company, subject to the terms and conditions of the applicable Award
Agreement.

       

       

      
        	
                11.6.  

              	
                Termination
      of Service.

              


      

       

      Unless the Board otherwise
provides in an Award Agreement or in writing after the Award Agreement is
issued, upon the termination of a Grantee’s Service, any Restricted Stock or
Stock Units held by such Grantee that have not vested, or with respect to which
all applicable restrictions and conditions have not lapsed, shall immediately be
deemed forfeited.  Upon forfeiture of Restricted Stock or Stock Units, the
Grantee shall have no further rights with respect to such Award, including by
not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to shares of Restricted Stock or Stock
Units.

       


      
        
           


        

        
          15

          
            
 

        

        
           


        

      


      
        	
                11.7.  

              	
                 Delivery
      of Stock.

              


      

       

      Upon the expiration or
termination of any restricted period and the satisfaction of any other
conditions prescribed by the Board, the restrictions applicable to shares of
Restricted Stock or Stock Units settled in Stock shall lapse, and, unless
otherwise provided in the Award Agreement, a stock certificate for such shares
shall be delivered, free of all such restrictions, to the Grantee or the
Grantee’s beneficiary or estate, as the case may be.

       

       

      
        	
                12.  

              	
                UNRESTRICTED
      STOCK AWARDS

              


      

       

      The Board may, in its sole
discretion, grant (or sell at par value or such other higher purchase price
determined by the Board) an Unrestricted Stock Award to any Grantee pursuant to
which such Grantee may receive shares of Stock free of any restrictions
(“Unrestricted Stock”) under the Plan.  Unrestricted Stock Awards may
be granted or sold as described in the preceding sentence in respect of past
services and other valid consideration, or in lieu of, or in addition to, any
cash compensation due to such Grantee.

       

       

      
        	
                13.  

              	
                FORM
      OF PAYMENT FOR OPTIONS AND RESTRICTED
STOCK

              


      

       

       

      
        	
                13.1.  

              	
                General
      Rule.

              


      

       

      Payment
of the Option Price for the shares purchased pursuant to the exercise of an
Option or the Purchase Price for Restricted Stock shall be made in cash or in
cash equivalents acceptable to the Company.

       

       

      
        	
                13.2.  

              	
                Surrender
      of Stock.

              


      

       

      To the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to the exercise of an Option or the Purchase Price for
Restricted Stock may be made all or in part through the tender to the Company of
shares of Stock, which shares, if acquired from the Company, shall have been
held for at least six months at the time of tender and which shall be valued,
for purposes of determining the extent to which the Option Price or Purchase
Price has been paid thereby, at their Fair Market Value on the date of
exercise.

       


      
        
           


        

        
          16

          
            
 

        

        
           


        

      


       

       

       

      
        	
                13.3.  

              	
                Cashless
      Exercise.

              


      

       

      With
respect to an Option only (and not with respect to Restricted Stock), to the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to the exercise of an Option and any withholding taxes
described in Section
18.3 may be made all or in part (a) by delivery (on a form acceptable to
the Board) of an irrevocable direction to a licensed securities broker
acceptable to the Company to sell shares of Stock and to deliver all or part of
the sales proceeds to the Company, or (b) by proceeds secured from a licensed
securities broker acceptable to the Company even if secured by the shares
underlying the Option.

       

       

      
        	
                13.4.  

              	
                Other
      Forms of Payment.

              


      

       

      To the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to exercise of an Option or the Purchase Price for Restricted
Stock may be made in any other form that is consistent with applicable laws,
regulations and rules.

       

       

      
        	
                14.  

              	
                DIVIDEND
      EQUIVALENT RIGHTS

              


      

       

       

      
        	
                14.1.  

              	
                Dividend
      Equivalent Rights.

              


      

       

      A Dividend Equivalent
Right is an Award entitling the recipient to receive credits based on cash
distributions that would have been paid on the shares of Stock specified in the
Dividend Equivalent Right (or other award to which it relates) if such shares
had been issued to and held by the recipient.  A Dividend Equivalent
Right may be granted hereunder to any Grantee as a component of any other
Award.  The terms and conditions of Dividend Equivalent Rights shall
be specified in the grant.  Dividend Equivalents credited to the
holder of a Dividend Equivalent Right may be paid currently or may be deemed to
be reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents.  Any such reinvestment shall be at Fair Market
Value on the date of reinvestment.  Dividend Equivalent Rights may be
settled in cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Board.  A
Dividend Equivalent Right granted as a component of another Award may provide
that such Dividend Equivalent Right shall be settled upon exercise, settlement,
or payment of, or lapse of restrictions on, such other award, and that such
Dividend Equivalent Right shall expire or be forfeited or annulled under the
same conditions as such other award.  Although granted as a component
of another Award, a Dividend Equivalent Right may be subject to terms and
conditions different from such other award.

       


      
        
           


        

        
          17

          
            
 

        

        
           


        

      


       

       

       

      
        	
                14.2.  

              	
                Termination
      of Service.

              


      

       

      Except as may otherwise be
provided by the Board either in the Award Agreement or in writing after the
Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights
or interest equivalents shall automatically terminate upon the Grantee’s
termination of Service for any reason.

       

       

      
        	
                15.  

              	
                PERFORMANCE
      AND ANNUAL INCENTIVE AWARDS

              


      

       

       

      
        	
                15.1.  

              	
                Performance
      Conditions

              


      

       

      The right of a Grantee to
exercise or receive a grant or settlement of any Award, and the timing thereof,
may be subject to such performance conditions as may be specified by the
Board.  The Board may use such business criteria and other measures of
performance as it may deem appropriate in establishing any performance
conditions, and may exercise its discretion to reduce the amounts payable under
any Award subject to performance conditions, except as limited under Sections
15.2 hereof in the case of a Performance Award or Annual Incentive Award
intended to qualify under Code Section 162(m).  If and to the extent
required under Code Section 162(m), any power or authority relating to a
Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m), shall be exercised by the Committee and not the
Board.

       

       

      
        	
                15.2.  

              	
                Performance
      or Annual Incentive Awards Granted to Designated Covered
      Employees

              


      

       

      If and to
the extent that the Committee determines that a Performance or Annual Incentive
Award to be granted to a Grantee who is designated by the Committee as likely to
be a Covered Employee should qualify as “performance-based compensation” for
purposes of Code Section 162(m), the grant, exercise and/or settlement of such
Performance or Annual Incentive Award shall be contingent upon achievement of
pre-established performance goals and other terms set forth in this Section
15.2.

       

      
        	
                15.2.1.  

              	
                    Performance
      Goals Generally.

              


      

       

      The performance goals for
such Performance or Annual Incentive Awards shall consist of one or more
business criteria and a targeted level or levels of performance with respect to
each of such criteria, as specified by the Committee consistent with this Section
15.2.  Performance goals shall be objective and shall otherwise
meet the requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of
performance


      
        
           


        

        
          18

          
            
 

        

        
           


        

      


      targeted
by the Committee result in the achievement of performance goals being
“substantially uncertain.”  The Committee may determine that such
Performance or Annual Incentive Awards shall be granted, exercised and/or
settled upon achievement of any one performance goal or that two or more of the
performance goals must be achieved as a condition to grant, exercise and/or
settlement of such Performance or Annual Incentive
Awards.  Performance goals may differ for Performance or Annual
Incentive Awards granted to any one Grantee or to different
Grantees.

       

      
        	
                15.2.2.  

              	
                    Business
      Criteria.

              


      

       

      One or more of the
following business criteria for the Company, on a consolidated basis, and/or
specified subsidiaries or business units of the Company (except with respect to
the total stockholder return and earnings per share criteria), shall be used
exclusively by the Committee in establishing performance goals for such
Performance or Annual Incentive Awards: (1) operating cash flow, (2) operating
cash flow as a percentage of revenue, (3) revenue, (4) operating income, (5)
operating income as a percentage of revenue, (6) pretax income, (7) pretax
income as a percentage of net income, and (8) net income as a percentage of
revenue and/or circulation.

       

      
        	
                15.2.3.  

              	
                    Timing
      For Establishing Performance Goals.

              


      

       

      Performance goals shall be
established not later than 90 days after the beginning of any performance period
applicable to such Performance or Annual Incentive Awards, or at such other date
as may be required or permitted for “performance-based compensation” under Code
Section 162(m).

       

      
        	
                15.2.4.  

              	
                    Performance
      or Annual Incentive Award Pool.

              


      

       

      The Committee may
establish a Performance or Annual Incentive Award pool, which shall be an
unfunded pool, for purposes of measuring Company performance in connection with
Performance or Annual Incentive Awards.

       

      
        	
                15.2.5.  

              	
                Settlement
      of Performance or Annual Incentive Awards; Other
  Terms.

              


      

       

      Settlement of such
Performance or Annual Incentive Awards shall be in cash, Stock, other Awards or
other property, in the discretion of the Committee.  The Committee
may, in its discretion, reduce the amount of a settlement otherwise to be made
in connection with such Performance or Annual Incentive Awards.  The
Committee shall specify the circumstances in which such Performance or Annual
Incentive Awards shall be paid or forfeited in the event of termination of
Service by the Grantee prior to the end of a performance period or settlement of
Performance Awards.

       


      
        
           


        

        
          19

          
            
 

        

        
           


        

      


       

       

       

      
        	
                15.3.  

              	
                Written
      Determinations.

              


      

       

      All
determinations by the Committee as to the establishment of performance goals,
the amount of any Performance Award pool or potential individual Performance
Awards and as to the achievement of performance goals relating to Performance
Awards, and the amount of any Annual Incentive Award pool or potential
individual Annual Incentive Awards and the amount of final Annual Incentive
Awards, shall be made in writing in the case of any Award intended to qualify
under Code Section 162(m).  To the extent required to comply with Code
Section 162(m), the Committee may delegate any responsibility relating to such
Performance Awards or Annual Incentive Awards.

       

       

      
        	
                15.4.  

              	
                Status
      of Section 15.2 Awards Under Code Section
  162(m).

              


      

       

      It is the
intent of the Company that Performance Awards and Annual Incentive Awards under
Section
15.2 hereof granted to persons who are designated by the Committee as
likely to be Covered Employees within the meaning of Code Section 162(m) and
regulations thereunder shall, if so designated by the Committee, constitute
“qualified performance-based compensation” within the meaning of Code Section
162(m) and regulations thereunder.  Accordingly, the terms of Section
15.2, including the definitions of Covered Employee and other terms used
therein, shall be interpreted in a manner consistent with Code Section 162(m)
and regulations thereunder.  The foregoing notwithstanding, because
the Committee cannot determine with certainty whether a given Grantee will be a
Covered Employee with respect to a fiscal year that has not yet been completed,
the term Covered Employee as used herein shall mean only a person designated by
the Committee, at the time of grant of Performance Awards or an Annual Incentive
Award, as likely to be a Covered Employee with respect to that fiscal
year.  If any provision of the Plan or any agreement relating to such
Performance Awards or Annual Incentive Awards does not comply or is inconsistent
with the requirements of Code Section 162(m) or regulations thereunder, such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements.

       

       

      
        	
                16.  

              	
                REQUIREMENTS
      OF LAW

              


      

       

       

      
        	
                16.1.  

              	
                General.

              


      

       

      The Company shall not be
required to sell or issue any shares of Stock under any Award if the sale or
issuance of such shares would constitute a violation by the Grantee, any other
individual exercising an Option, or the Company of any provision of any law or
regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations.  If at any time the
Company shall determine, in its discretion, that the listing, registration or
qualification

       


      
        
           


        

        
          20

          
            
 

        

        
           


        

      


      of any
shares  subject to an Award upon any securities exchange or under any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares hereunder, no shares of
Stock may be issued or sold to the Grantee or any other individual exercising an
Option pursuant to such Award unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company, and any delay caused thereby shall in no way
affect the date of termination of the Award.  Specifically, in
connection with the Securities Act, upon the exercise of any Option or the
delivery of any shares of Stock underlying an Award, unless a registration
statement under such Act is in effect with respect to the shares of Stock
covered by such Award, the Company shall not be required to sell or issue such
shares unless the Board has received evidence satisfactory to it that the
Grantee or any other individual exercising an Option may acquire such shares
pursuant to an exemption from registration under the Securities
Act.  Any determination in this connection by the Board shall be
final, binding, and conclusive.  The Company may, but shall in no
event be obligated to, register any securities covered hereby pursuant to the
Securities Act.  The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares of Stock pursuant to the Plan to comply with any law or regulation of
any governmental authority.  As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable until the shares
of Stock covered by such Option are registered or are exempt from registration,
the exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

       


      
        
           


        

        
          21

          
            
 

        

        
           


        

      


       

       

       

      
        	
                16.2.  

              	
                Rule
      16b-3.

              


      

       

      During any time when the
Company has a class of equity security registered under Section 12 of the
Exchange Act, it is the intent of the Company that Awards pursuant to the Plan
and the exercise of Options granted hereunder will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act.  To the extent that any
provision of the Plan or action by the Board does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board, and shall not affect the
validity of the Plan.  In the event that Rule 16b-3 is revised or
replaced, the Board may exercise its discretion to modify this Plan in any
respect necessary to satisfy the requirements of, or to take advantage of any
features of, the revised exemption or its replacement.

       

       

      
        	
                17.  

              	
                EFFECT
      OF CHANGES IN CAPITALIZATION

              


      

       

       

      
        	
                17.1.  

              	
                Changes
      in Stock.

              


      

       

      If the number of
outstanding shares of Stock is increased or decreased or the shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company on account of any recapitalization, reclassification,
stock split, reverse split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration by the Company
occurring after the Effective Date, the number and kinds of shares for which
grants of Options and other Awards may be made under the Plan shall be adjusted
proportionately and accordingly by the Company.  In addition, the
number and kind of shares for which Awards are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent practicable, be
the same as immediately before such event.  Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option Price or SAR
Exercise Price payable with respect to shares that are subject to the
unexercised portion of an outstanding Option or SAR, as applicable, but shall
include a corresponding proportionate adjustment in the Option Price or SAR
Exercise Price per share.  Notwithstanding the foregoing, in the event
of any distribution to the Company's shareholders of securities of any other
entity or other assets (including, without limitation, an extraordinary cash
dividend but excluding regular, periodic cash dividends) without receipt of
consideration by the Company, the Company shall proportionately and accordingly
adjust the number and kind of shares subject to outstanding Awards and/or the
per share exercise price of outstanding Options and SARs (but not the aggregate
Option Price or SAR Exercise Price payable with respect to shares subject to the
unexercised portion of an outstanding Option or SAR, as applicable) to the
extent necessary to reflect such distribution, so that the proportionate
interest of the Grantee immediately following such event shall, to the extent
practicable, be the same as immediately before such event.

       


      
        
           


        

        
          22

          
            
 

        

        
           


        

      


       

       

      
        	
                17.2.  

              	
                Reorganization
      in Which the Company Is the Surviving Entity Which does not Constitute a
      Change of Control.

              


      

       

      Subject to Section 17.3
hereof, if the Company shall be the surviving entity in any reorganization,
merger, or consolidation of the Company with one or more other entities which
does not constitute a Change of Control, any Option or SAR theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option or SAR would have
been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option Price
or SAR Exercise Price per share so that the aggregate Option Price or SAR
Exercise Price thereafter shall be the same as the aggregate Option Price or SAR
Exercise Price of the shares remaining subject to the Option or SAR immediately
prior to such reorganization, merger, or consolidation.  Subject to
any contrary language in an Award Agreement evidencing an Award, any
restrictions applicable to such Award shall apply as well to any replacement
shares received by the Grantee as a result of the reorganization, merger or
consolidation.

       

       

      
        	
                17.3.  

              	
                Change
      of Control.

              


      

       

      Subject to the exception
set forth in the last sentence of Section
17.4:

       

      (i)           upon
the occurrence of a Change of Control, all
outstanding Options and SARs hereunder and all outstanding shares of Restricted
Stock and Stock Units shall be deemed to have vested, and all restrictions and
conditions applicable to such Options and SARs, and shares of Restricted Stock
and Stock Units shall be deemed to have lapsed, immediately prior to the
occurrence of such Change of Control, and

       

      (ii)           either
of the following two actions shall be taken:

       

      (A)           The
Board may elect, in its sole discretion, to cancel any outstanding Awards of
Options, Restricted Stock, and/or SARs and pay or deliver, or cause to be paid
or delivered, to the holder thereof an amount in cash or securities having a
value (as determined by the Board acting in good faith), in the case of
Restricted Stock, equal to the formula or fixed price per share paid to holders
of shares of Stock and, in the case of Options or SARs, equal to the product of
the number of shares of Stock subject to the Option or SAR (the “Award Shares”)
multiplied by the amount, if any, by which (I) the formula or fixed price per
share paid to holders of shares of Stock pursuant to such transaction exceeds
(II) the Option Price or SAR Exercise Price applicable to such Award
Shares.  With respect to all outstanding Options, in addition to the
action taken under the preceding sentence, the Board may further elect, in its
sole discretion, to give Grantees scheduled to become vested in Options upon the
Change of Control the opportunity to exercise the Options prior to the scheduled
consummation of the Change of Control contingent on the occurrence of such
Change of Control.


      
        
           


        

        
          23

          
            
 

        

        
           


        

      


       

      (B)           The
Company may make provision in writing in connection with such Change of Control
for the assumption and continuation of the Options, SARs, Restricted Stock and
Stock Units theretofore granted, or for substitution of such Options, SARs,
Restricted Stock and Stock Units for new common stock option and stock
appreciation rights and new common stock restricted stock and stock units
relating to the stock of the successor entity, or a parent or subsidiary
thereof, with appropriate adjustment as to the number of shares (disregarding
any consideration that is not common stock) and option and stock appreciation
right exercise prices.

      
 

       

      
        	
                17.4.  

              	
                Adjustments.

              


      

       

      Adjustments under this
Section 17
related to shares of Stock or securities of the Company shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.  No fractional shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share. The Board shall determine the effect of a Change of Control upon
Awards other than Options, SARs, Restricted Stock and Stock Units, and such
effect shall be set forth in the appropriate Award Agreement.  The
Board may provide in the Award Agreements at the time of grant, or any time
thereafter with the consent of the Grantee, for different provisions to apply to
an Award in place of those described in Sections
17.1,
17.2 and 17.3.

       

       

      
        	
                17.5.  

              	
                No
      Limitations on Company.

              


      

       

      The making of Awards
pursuant to the Plan shall not affect or limit in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure or to merge, consolidate, dissolve, or
liquidate, or to sell or transfer all or any part of its business or
assets.

       

       

      
        	
                18.  

              	
                GENERAL
      PROVISIONS

              


      

       

       

      
        	
                18.1.  

              	
                Disclaimer
      of Rights.

              


      

       

      No provision in the Plan
or in any Award or Award Agreement shall be construed to confer upon any
individual the right to remain in the employ or service of the Company or any
Affiliate, or to interfere in any way with any contractual or other right or
authority of the Company either to increase or decrease the

       


      
        
           


        

        
          24

          
            
 

        

        
           


        

      


      compensation
or other payments to any individual at any time, or to terminate any employment
or other relationship between any individual and the Company.  In
addition, notwithstanding anything contained in the Plan to the contrary, unless
otherwise stated in the applicable Award Agreement, no Award granted under the
Plan shall be affected by any change of duties or position of the Grantee, so
long as such Grantee continues to be a director, officer, consultant or employee
of the Company or an Affiliate.  The obligation of the Company to pay
any benefits pursuant to this Plan shall be interpreted as a contractual
obligation to pay only those amounts described herein, in the manner and under
the conditions prescribed herein.  The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
Grantee or beneficiary under the terms of the Plan.

       

       

      
        	
                18.2.  

              	
                Nonexclusivity
      of the Plan.

              


      

       

      Neither the adoption of
the Plan nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations upon the right and
authority of the Board to adopt such other incentive compensation arrangements
(which arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or particular
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan.

       

       

      
        	
                18.3.  

              	
                Withholding
      Taxes.

              


      

       

      The Company or an
Affiliate, as the case may be, shall have the right to deduct from payments of
any kind otherwise due to a Grantee any Federal, state, or local taxes of any
kind required by law to be withheld with respect to the vesting of or other
lapse of restrictions applicable to an Award or upon the issuance of any shares
of Stock upon the exercise of an Option or pursuant to an Award.  At
the time of such vesting, lapse, or exercise, the Grantee shall pay to the
Company or the Affiliate, as the case may be, any amount that the Company or the
Affiliate may reasonably determine to be necessary to satisfy such withholding
obligation.  Subject to the prior approval of the Company or the
Affiliate, which may be withheld by the Company or the Affiliate, as the case
may be, in its sole discretion, the Grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company or the
Affiliate to withhold shares of Stock otherwise issuable to the Grantee or
(ii) by delivering to the Company or the Affiliate shares of Stock already
owned by the Grantee.  The shares of Stock so delivered or withheld
shall have an aggregate Fair Market Value equal to such withholding
obligations.  The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be
determined.  A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or
her withholding obligation only with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.

       


      
        
           


        

        
          25

          
            
 

        

        
           


        

      


       

       

       

      
        	
                18.4.  

              	
                Captions

              


      

       

      The use of captions in
this Plan or any Award Agreement is for the convenience of reference only and
shall not affect the meaning of any provision of the Plan or such Award
Agreement.

       

       

      
        	
                18.5.  

              	
                Other
      Provisions

              


      

       

      Each Award granted under
the Plan may contain such other terms and conditions not inconsistent with the
Plan as may be determined by the Board, in its sole
discretion.

       

       

      
        	
                18.6.  

              	
                Number
      And Gender

              


      

       

      With respect to words used
in this Plan, the singular form shall include the plural form, the masculine
gender shall include the feminine gender, etc., as the context
requires.

       

       

      
        	
                18.7.  

              	
                Severability

              


      

       

      If any provision of the
Plan or any Award Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining provisions hereof and
thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other
jurisdiction.

       

       

      
        	
                18.8.  

              	
                Governing
      Law

              


      

       

      The validity and
construction of this Plan and the instruments evidencing the Award hereunder
shall be governed by the laws of the State of Delaware, other than any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of this Plan and the instruments evidencing the Awards granted
hereunder to the substantive laws of any other jurisdiction.

       

      *    *    *


      
        
           


        

        
          26

          
            
 

        

        
           


        

      


       

      To record
adoption of this amended and restated Plan by the Board as of January 29,
2008, and approval of the Plan by the stockholders on May 13,
2008, the Company has caused its authorized officer to execute the
Plan.

       

       

       

       

      THE
MCCLATCHY COMPANY

       

       

       

      By:  /s/
Karole Morgan-Prager

      Karole
Morgan-Prager

      Title: 
Secretary

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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